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Fair Value Measurements | 3 Months Ended
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Sep. 30, 2023
Notes to Financial Statements |
Fair Value Measurements | Note 5. Fair Value Measurements: The Company’s financial instruments include cash and cash equivalents, available for sale investments, derivative instruments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | Total |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | carrying | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | value as of | ​ | Fair Value Measurements Using
​ | Balance Sheet Location | ​ | September 30, | ​ | Inputs Considered as
​ | ​ | ​ | 2023 | ​ | Level 1 | ​ | Level 2 | ​ | Level 3
​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets | ​ |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Exchange traded securities(1) | Short-term available-for-sale investments | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | —
Derivatives designated as hedging instruments - cash flow hedges | Other assets | ​ |  | 16,398 | ​ |  | — | ​ |  | 16,398 | ​ |  | —
Derivatives designated as hedging instruments - net investment hedge | Other assets | ​ | ​ | 1,093 | ​ | ​ | — | ​ | ​ | 1,093 | ​ | ​ | —
Total assets | ​ | ​ | $ | 17,491 | ​ | $ | — | ​ | $ | 17,491 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Contingent consideration | Contingent consideration payable | ​ | $ | 1,750 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,750
Total liabilities | ​ | ​ | $ | 1,750 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,750
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ |  | Total |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | carrying | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | value as of | ​ | Fair Value Measurements Using
​ | Balance Sheet Location | ​ | June 30, | ​ | Inputs Considered as
​ | ​ |  | 2023 |  | Level 1 |  | Level 2 |  | Level 3
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Assets | ​ |  | ​ |  |  | ​ |  |  | ​ |  |  | ​ |
Exchange traded securities(1) | Short-term available-for-sale investments | ​ | $ | 23,739 | ​ | $ | 23,739 | ​ | $ | — | ​ | $ | —
Derivative instruments - cash flow hedges | Other assets | ​ |  | 16,857 | ​ |  | — | ​ |  | 16,857 | ​ |  | —
Total assets | ​ | ​ | $ | 40,596 | ​ | $ | 23,739 | ​ | $ | 16,857 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Contingent consideration | Contingent consideration payable | ​ | $ | 3,500 | ​ | $ | — | ​ | $ | — | ​ | $ | 3,500
Total liabilities | ​ | ​ | $ | 3,500 | ​ | $ | — | ​ | $ | — | ​ | $ | 3,500
​
(1) | During the quarter ended September 30, 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively. Our available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets.
​ Fair value measurements of derivative instruments The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary. The following table presents the contractual amounts of the Company's outstanding instruments (in millions):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ |  | September 30, | ​ | June 30,
Instruments | ​ | Designation |  | 2023 | ​ | 2023
Forward starting swaps(1) | ​ | Cash flow hedge | ​ | $ | 300 | ​ | $ | 300
Cross-currency swap(2) | ​ | Net investment hedge | ​ | ​ | 150 | ​ | ​ | —
​ (1) In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025. (2) In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity. The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our consolidated financial statements for the three months ended September 30, 2023 and September 30, 2022 were as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | (Gain) Loss Recognized in Accumulated Other Comprehensive Loss | ​ | (Gain) Loss Reclassified into Income | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | Quarter Ended | ​ | Quarter Ended | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | September 30, | ​ | September 30, | ​ | Location of (Gain) Loss
​ |  | ​ | 2023 |  | 2022 | ​ | 2023 |  | 2022 | ​ | in Income Statement
Cash flow hedges | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Forward starting swaps | ​ | ​ | $ | (1,587) |  | $ | (4,376) | ​ | $ | (2,539) |  | $ | 417 | ​ | Interest expense
Net investment hedges | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cross-currency swap | ​ | ​ | ​ | (1,366) |  | ​ | — | ​ | ​ | (698) |  | ​ | — | ​ | Interest expense
Total | ​ | ​ | $ | (2,953) | ​ | $ | (4,376) | ​ | $ | (3,237) | ​ | $ | 417 | ​ | ​ | ​ | ​ | ​ | ​
​ Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8. Fair value measurements of contingent consideration The Company has $1.8 million in contingent consideration recorded as of September 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of September 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. ​ The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2023. The opening balance sheet fair value of the liabilities was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Asuragen was $1.0 million and $2.0 million as of September 30, 2023 and June 30, 2023, respectively. ​ The Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Namocell was $0.8 million and $1.5 million as of September 30, 2023 and June 30, 2023, respectively. ​ The ultimate settlement of contingent consideration liabilities could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | Quarter Ended | ​
​ | ​ | ​ | September 30, | ​
​ | ​ | ​ | 2023 | ​
​ | ​ | ​ | ​ | ​ | ​
Fair value at the beginning of period | ​ | ​ | $ | 3,500 | ​
Change in fair value of contingent consideration | ​ | ​ |  | (1,750) | ​
Fair value at the end of period | ​ | ​ | $ | 1,750 | ​
​ The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio. Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value. Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items. Long-term debt – The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//820/tableOfContent + Details
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